Certain Limitations and Other Matters Regarding Claims Sample Clauses

Certain Limitations and Other Matters Regarding Claims. (a) Threshold on the Sellers’ Obligations. No Seller will have any obligation under Section 7.1(a) (or 7.1(h) to the extent incident to 7.1(a)), unless and until the aggregate amount of Losses for which the Sellers are obligated thereunder exceeds $125,000 (the “Threshold”), provided, however, that if such aggregate amount of Losses exceeds the Threshold, then the Sellers will be obligated for all of such Losses (including those equal to or less than the Threshold), subject to the other terms of this Article 7.
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Certain Limitations and Other Matters Regarding Claims. Notwithstanding any other provision of this Agreement:
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Certain Limitations and Other Matters Regarding Claims. (a) Deductible on the Company’s Obligations. The Company will have no obligation under Section 7.1(a) (or 7.1(g) to the extent incident to 7.1(a)), unless and until the aggregate amount of Losses for which the Company is obligated thereunder exceeds $75,000.00 (the “Deductible”), and then only for the amount of such Losses in excess of the Deductible, subject to the other terms of this Article 7.
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Certain Limitations and Other Matters Regarding Claims. The indemnification provided for in Section 7.2 and Section 7.3 shall be subject to the following limitations:
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Certain Limitations and Other Matters Regarding Claims. (a) Threshold on the Seller’s and Company’s Obligations. Neither the Seller nor Company will have any obligation under Section 7.1(a) (or 7.1 (g) to the extent incident to 7.1(a)), unless and until the aggregate amount of Losses for which the Seller or Company is obligated thereunder exceeds $50,000.00 (the “Threshold”); provided, however, that if such aggregate amount of Losses exceeds the Threshold, then the Seller and Company will be obligated for all of such Losses (including those equal to or less than the Threshold), subject to the other terms of this Article 7.
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Certain Limitations and Other Matters Regarding Claims. (a) Threshold on the Sellers’ Obligations.
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Certain Limitations and Other Matters Regarding Claims. (a) Cap on Sellers’ Obligations. Sellers’ obligations under Section 8.1, in the aggregate, will not exceed an amount equal to the Purchase Price (the “Cap”), subject to the other terms of this Article 8.
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Certain Limitations and Other Matters Regarding Claims 
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Related to Certain Limitations and Other Matters Regarding Claims

  • Notifications and Other Indemnification Procedures Promptly after receipt by an indemnified party under this Section 8 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party under this Section 8, notify the indemnifying party in writing of the commencement thereof, but the omission to so notify the indemnifying party will not relieve the indemnifying party from any liability which it may have to any indemnified party to the extent the indemnifying party is not materially prejudiced as a proximate result of such failure and shall not in any event relieve the indemnifying party from any liability that it may have otherwise than on account of this indemnity agreement. In case any such action is brought against any indemnified party and such indemnified party seeks or intends to seek indemnity from an indemnifying party, the indemnifying party will be entitled to participate in, and, to the extent that it shall elect, jointly with all other indemnifying parties similarly notified, by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party; provided, however, that if the defendants in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that a conflict may arise between the positions of the indemnifying party and the indemnified party in conducting the defense of any such action or that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to assume such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or parties. Upon receipt of notice from the indemnifying party to such indemnified party of such indemnifying party’s election so to assume the defense of such action and approval by the indemnified party of counsel, the indemnifying party will not be liable to such indemnified party under this Section 8 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof unless (i) the indemnified party shall have employed separate counsel in accordance with the proviso to the preceding sentence (it being understood, however, that the indemnifying party shall not be liable for the fees and expenses of more than one separate counsel (together with local counsel), representing the indemnified parties who are parties to such action), which counsel (together with any local counsel) for the indemnified parties shall be selected by the Representative (in the case of counsel for the indemnified parties referred to in Section 8(a) above) or by the Company (in the case of counsel for the indemnified parties referred to in Section 8(b) above) or (ii) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of commencement of the action or (iii) the indemnifying party has authorized in writing the employment of counsel for the indemnified party at the expense of the indemnifying party, in each of which cases the fees and expenses of counsel shall be at the expense of the indemnifying party and shall be paid as they are incurred.

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